Hi, we’re CHESS Health, the company that makes and supports the CHESS® Platform for Addiction Management, including eIntervention, eTherapy, and eRecovery, and, specifically, the Connections App™ for patients referred to treatment and/or in recovery from addiction. In this agreement the company will be referred to as “CHESS”.
We don’t sell or give the CHESS Platform or the Connections App to patients and individuals directly; you’re getting the Connections App through a healthcare provider or treatment center or other type of organization that has a contract with us. Throughout the rest of this document, this other organization who is enabling your access to and use of the Connections App will be referred to as the “Provider”.
This End User License Agreement is important. Read it carefully.
“Last Updated: August 2019”
“PLEASE CAREFULLY READ THIS AGREEMENT BEFORE DOWNLOADING OR USING THE CONNECTIONS APP.” “THIS AGREEMENT IS A BINDING CONTRACT THAT GOVERNS USE OF THE CONNECTIONS APP, EXEMPTS CHESS MOBILE HEALTH, INC. AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY, SPECIFIES THE JURISDICTION FOR RESOLUTION OF DISPUTES, AND CONTAINS OTHER IMPORTANT PROVISIONS.”
“BY CLICKING THE “”ACCEPT”” BUTTON OR DOWNLOADING OR USING THE CHESS RELAPSE PREVENTION” “PLATFORM’S CONNECTIONS APP, YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO THIS AGREEMENT, DO NOT CLICK THE “”ACCEPT”” BUTTON OR DOWNLOAD OR USE THE CONNECTIONS APP.”
2. Grant of License. The Application is licensed, not sold, to you by CHESS for use strictly in accordance” “with the terms and conditions of this Agreement. CHESS hereby grants you a revocable, non-exclusive,” “personal, non-sublicensable, non-transferable, restricted and limited right to install and use the Application on Mobile Devices owned and controlled by you, and to access and use the Application on such Mobile Devices strictly in accordance with the terms and conditions of this Agreement.
3. Restrictions/Prohibited Uses. You shall use the Application strictly in accordance with the terms of this Agreement and shall not: (a) use the Application in any manner or for any purpose except as expressly permitted by this Agreement; (b) transfer possession of the Application to any other person; (c) copy or reproduce the Application, except to the extent required to install the Application in order to use the Application in accordance with this Agreement; (d) license, sublicense, sell, resell, lend, rent, lease, loan, share, transfer, assign, pledge, publish, transmit, publicly display or perform, distribute, create any interest in, or otherwise give or make available or permit access or use of the Application to or for the benefit of any other person, with or without charge; (e) except as and only to the extent expressly permitted by this Agreement or applicable law, make any modification, alteration, change, adaptation, improvement, enhancement, translation, create derivative works from or based on the Application, merge, embed or combine the Application with any other software or materials, or decompile, reverse engineer, disassemble, decrypt, convert into human readable format, or otherwise attempt to access or derive the source code of the Application; (f) remove, alter, attempt to circumvent, destroy, conceal, modify, or obscure any proprietary notices; (g) use the Application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by CHESS; (h) use any proprietary information or interfaces of CHESS or other intellectual property of CHESS in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Application; (i) violate any applicable laws, rules or regulations in connection with your access or use of the Application; or (j) authorize, assist or encourage any other person to do any of the foregoing or to use the Application in a way that would constitute an infringement of CHESS’s rights in the Application or a breach of this Agreement if it were done by you. You will remove the Application from the Mobile Device before you transfer ownership or control of the”
“Mobile Device to any other person.
4. Ownership. CHESS and its licensors own and retain all right, title and interest (including copyright,” “trademark, patent, trade secret, and any other intellectual property rights), throughout the world in, to and associated with the Application. You acknowledge and agree that the Application and all copyrights, patents, trademarks, trade secrets and any other intellectual property rights associated therewith are, and shall remain, the property of CHESS. Furthermore, you acknowledge and agree that the source and object code of the Applications and the format, directories, queries, algorithms, structure and organization of the Application are the intellectual property and proprietary and confidential information of CHESS and its licensors. All rights not expressly granted under this Agreement are reserved to CHESS and its licensors. You are not authorized to use the CHESS trademarks in any advertising, publicity or in any other commercial manner.
5. Infringement Acknowledgement. CHESS shall have no obligation to defend or indemnify you with respect to any third-party claim that is based on or attributable to your continued engagement in infringing activities after you were notified of the infringement or after CHESS informed you of a modification or workaround that would have avoided the infringement or your use of the Application in a manner not permitted by this Agreement.
8. Third-Party Content. You acknowledge that the Application permits access to outside third-party content chosen by your Provider (“Third-Party Content”). You further acknowledge that CHESS does not investigate, monitor, represent, or endorse the Third-Party Content (including any third-party websites available through the Application). Furthermore, your access to and use of the Third-Party Content is at your sole discretion and risk, and CHESS and its affiliates shall have no liability to you arising out of or in connection with your access to and use of the Third-Party Content. CHESS hereby disclaims any representation, warranty or guaranty regarding the Third-Party Content, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guaranty regarding the availability, quality, reliability, features, accuracy, completeness, or legality of the Third-Party Content.
9. Inappropriate Materials. You understand that by accessing and using the Third-Party Content, you may encounter information, materials and subject matter (i) that you or others may deem offensive, indecent, or objectionable; (ii) which may or may not be identified as having explicit language, and (iii) that automatically and unintentionally appears, as a link or reference to objectionable material. Notwithstanding the foregoing, you agree to use the Third-Party Content at your sole risk and that CHESS and its affiliates shall have no liability to you for information, material, or subject matter that is found to be offensive, indecent, or objectionable.
10. Term and Termination. This Agreement shall be effective until you, your Provider, or CHESS”
11. Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE APPLICATION AND ANY THIRD-PARTY CONTENT ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. CHESS AND ITS AFFILIATES HEREBY DISCLAIM ANY AND ALL REPRSENTATIONS, WARRANTIES, AND GUARANTIES REGARDING THE APPLICATION AND THIRD-PARTY CONTENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, CHESS AND ITS AFFILIATES MAKE NO WARRANTY THAT (I) THE APPLICATION OR THIRD-PARTY CONTENT WILL MEET YOUR REQUIREMENTS; (II) THE APPLICATION OR THIRD-PARTY CONTENT WILL BE UNINTERRUPED, ACCURATE, RELIABLE, TIMELY, SECURE, OR ERROR-FREE; OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE APPLICATION WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CHESS OR FROM THE APPLICATION SHALL CREATE ANY REPRESENTATION, WARRANTY, OR GUARANTY. FURTHERMORE, CHESS USES REASONABLE EFFORTS TO MAINTAIN THE APPLICATION, BUT YOU ACKNOWLEDGE THAT CHESS HAS NO OBLIGATION TO CORRECT ANY ERRORS AND IS NOT RESPONSIBLE FOR ANY DEFECTS OR FAILURES ASSOCIATED WITH THE APPLICATION.”
12. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL CHESS, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE APPLICATION AND ANY THIRD-PARTY CONTENT, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CHESS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CHESS’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF TWENTY-FIVE DOLLARS ($25.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. Indemnification. You shall indemnify, defend, and hold harmless CHESS, its affiliates and each of their respective officers, directors, shareholders, and employees (the “Indemnified Parties”) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) your access to or use of the Application or Third-Party Content; (ii) your breach of this Agreement; (iii) your violation of law; (iv) your negligence or willful misconduct; or (v) your violation of the rights of a third party, including the infringement by you of any copyright, trademark, patent, trade secret or other intellectual property right or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any termination of this Agreement.
14. Compatibility. CHESS does not warrant that the Application will be compatible or interoperable with your Mobile Device or any other piece of hardware, software, equipment or device installed on or used in connection with your Mobile Device. Furthermore, you acknowledge that compatibility and interoperability problems can cause the performance of your Mobile Device to diminish or fail completely and may result in permanent damage to your Mobile Device, loss of the data located on your Mobile Device, and corruption of the software and files located on your Mobile Device. You acknowledge and agree that CHESS and its Affiliates shall have no liability to you for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.
15. Product Claims. You acknowledge that you (not CHESS) are responsible for addressing any third-party claims relating to your use or possession of the Application and agree to notify CHESS of any third-party claims relating to the Application of which you become aware. Furthermore, you hereby release CHESS from any liability resulting from your use or possession of the Application.
16. Governing Law. This Agreement shall be deemed to take place in the State of New York, in the United States of America, and shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law principles.
17. Severability. If any provision of this Agreement is held to be invalid or unenforceable with respect to a party, the remainder of this Agreement, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
18. Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
19. Modification or Amendment. CHESS may modify or amend the terms of this Agreement by sending a notification to your Mobile Device. You will be deemed to have agreed to any such modification or amendment by your decision to continue using the Application following the date in which the modified or amended Agreement is pushed.
20 Survival. The following sections of this Agreement and any other provisions of this Agreement which by their express language or by their context are intended to survive the termination of this Agreement shall survive such termination: 1, 3, 4, 5, 6, 7, 10, 11, 12, 13, 15, 16, 17, 18, 20, 21, and 22.
21 Assignment. You shall not assign this Agreement or any rights or obligations herein without the prior written consent of CHESS and any attempted assignment in contravention of this provision shall be null and void and of no force or effect.
22 Entire Agreement. This Agreement, including the documents incorporated herein by reference, constitutes the entire agreement with respect to the use of the Application licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.